PURCHASE AGREEMENT
Exhibit 10.1
This
PURCHASE AGREEMENT (this “Agreement”) is made and
entered into as of December 12, 2018, by and between BK
Technologies, Inc., a Nevada corporation (“Purchaser”), and Xxxxxx
X.X. Xxxxxxx, an individual (“Seller”). Purchaser
and Seller are sometimes referred to herein together as the
“Parties.”
WHEREAS, as of the
date hereof, Seller is the holder of 200,000 shares of common
stock, $0.60 par value per share, of Purchaser (the
“Shares”);
and
WHEREAS, Purchaser
desires to purchase the Shares and Seller desires to sell the
Shares to Purchaser pursuant to the terms and conditions of this
Agreement.
NOW,
THEREFORE, the Parties hereby agree as follows:
1.
Sale. Seller hereby
sells, assigns, transfers, conveys and delivers the Shares to
Purchaser, and Purchaser hereby purchases the Shares from
Seller. Promptly after the execution of this Agreement,
Seller will instruct its broker to transfer the Shares to Purchaser
through DTC to the account designated by
Purchaser. Seller will cause the transfer to be
completed as expeditiously as reasonably possible after the date
hereof.
2.
Purchase
Price. The purchase price for the Shares shall be
$3.70 per share, or an aggregate of $740,000 (the
“Purchase
Price”). The Purchase Price shall be paid
by the Purchaser to the Seller promptly after the Shares are
transferred to the Purchaser account as set forth in Section
1.
3.
Warranties of
Seller. Seller hereby represents and warrants to
Purchaser that:
a.
Power. Seller has
all requisite power and authority to execute, deliver and perform
his obligations under this Agreement and consummate the
transactions contemplated hereby.
b.
Authorization. The
execution, delivery and performance by Seller of this Agreement and
the consummation of the transactions contemplated by this Agreement
are within the legal power and authority of Seller and has been
duly and validly authorized by all necessary action on the part of
Seller and no other action or proceeding is necessary to authorize
the execution and delivery of this Agreement or to consummate the
transactions contemplated hereby. This Agreement has
been duly and validly executed and delivered by Seller and
(assuming the due execution and delivery by Purchaser) constitutes
the legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms.
c.
Title to
Shares. Seller is the owner of all right, title
and interest (legal and beneficial) in and to the Shares and has
good, valid and marketable title to the Shares, free and clear of
all liens, mortgages, pledges, security interests, claims,
encumbrances, restrictions and charges of any kind, whether
voluntary or involuntary.
4.
Warranties of
Purchaser. Purchaser hereby represents and
warrants to Seller that:
a.
Power. Purchaser has
all requisite power and authority to execute, deliver and perform
its obligations under this Agreement and consummate the
transactions contemplated hereby.
b.
Authorization. The
execution, delivery and performance by Purchaser of this Agreement
and the consummation of the transactions contemplated hereby are
within the legal power and authority of Purchaser and has been duly
and validly authorized by all necessary corporate action on the
part of Purchaser and no proceeding (corporate or otherwise) on the
part of Purchaser is necessary to authorize this Agreement or to
consummate the transactions contemplated hereby. This
Agreement has been duly and validly executed and delivered and
(assuming the due execution and delivery by Seller) constitutes the
legal, valid and binding obligation of Purchaser, enforceable
against Purchaser in accordance with its terms.
5.
Transfer
Effectiveness. The transfer of the Shares shall
be deemed to occur effective as of the date of this
Agreement. Seller disclaims any right to receive any
dividend on or with respect to the Shares with a record date on or
after the date hereof and any other rights or benefits resulting
from or related to the Shares accruing on or after the date
hereof.
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6.
Entire Agreement;
Amendment and Termination. This Agreement
constitutes the entire agreement of the Parties with respect to the
Shares. All prior agreements between the Parties
concerning the subject matter hereof, whether written or oral, are
merged herein and shall be of no force or effect. This
Agreement cannot be altered, modified or discharged orally but only
by an agreement in writing between the Parties.
7.
Benefit. This
Agreement shall be binding upon and inure to the benefit of the
Parties and their legal representatives, successors and
assigns.
8.
Further
Assurances. The Parties hereby agree to execute
and deliver such further documents and instruments and do such
further acts as may be required to carry out the intent and
purposes of this Agreement.
9.
Governing
Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of Nevada,
notwithstanding any conflict of law provision to the
contrary.
10.
Counterparts; Electronic
Execution. This Agreement may be executed in
counterparts, each of which shall be deemed an original but shall,
taken together, be considered one and the same
agreement. Executions that are faxed or received via
electronic mail shall be deemed originals.
IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the
day and year first above written.
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PURCHASER:
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SELLER:
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By:
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/s/ Xxxxxxx X.
Xxxxx
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/s/
Xxxxxx
X.X. Xxxxxxx
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Name: Xxxxxxx X.
Xxxxx
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Name: Xxxxxx X.X.
Xxxxxxx
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Title:
EVP and
CFO
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Title
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